(Adopted
and Amended by Resolution of the Board of Directors on May 16, 2014)

ARTICLE
I

OFFICES

1.1

Registered Office. The registered office of Dril-Quip, Inc. (the
“Corporation”) required by the General Corporation Law of the State of
Delaware or any successor statute (the “DGCL”), to be maintained in the State
of Delaware, shall be the registered office named in the Certificate of
Incorporation of the Corporation, as it may be amended or restated in
accordance with the DGCL from time to time (the “Certificate of
Incorporation”), or such other office as may be designated from time to time
by the Board of Directors of the Corporation (the “Board of Directors”) in
the manner provided by law. Should the Corporation maintain a principal
office within the State of Delaware such registered office need not be
identical to such principal office of the Corporation.

1.2

Other Offices. The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of
Directors may determine from time to time or as the business of the
Corporation may require.

ARTICLE
II

MEETINGS
OF STOCKHOLDERS

2.1

Place of Meetings. Meetings of stockholders shall be held at such place
within or without the State of Delaware as may be designated by the Board of
Directors or the officer calling the meeting.

2.2

Annual Meeting. An annual meeting of the stockholders, for the
election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, within or without the State of Delaware, on such
date, and at such time as the Board of Directors shall fix and set forth in
the notice of the meeting, which date shall be within thirteen months
subsequent to the last annual meeting of stockholders. At the annual meeting
of the stockholders, only such business shall be conducted as shall have been
properly brought before the annual meeting as set forth in Section 2.8
hereof. Failure to hold the annual meeting at the designated time shall not
work a dissolution of the Corporation.

2.3

Special Meetings. Special meetings of the stockholders may be called
at any time by the Chairman of the Board, the President or the Board of
Directors pursuant to a resolution approved by the affirmative vote of a
majority of the entire Board of Directors. Upon written request of any person
or persons who have duly called a special meeting, it shall be the duty of
the Secretary of the Corporation to fix the date of the meeting to be held

not less than ten nor more than 60 days after the
receipt of the request and to give due notice thereof. If the Secretary shall
neglect or refuse to fix the date of the meeting and give notice thereof, the
person or persons calling the meeting may do so. Every special meeting of the
stockholders shall be held at such place within or without the State of
Delaware as the Board of Directors may designate, or, in the absence of such
designation, at the registered office of the Corporation in the State of Delaware.

2.4

Notice of Meeting. Written or printed notice of all meetings stating
the place, day and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered
not less than ten nor more than 60 days before the date of the meeting,
either personally or by mail, by or at the direction of the Chairman of the
Board, the President or Secretary of the Corporation, to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to
be delivered to a stockholder when deposited in the United States mail
addressed to such stockholder at such stockholder’s address as it appears on
the stock transfer records of the Corporation, with postage thereon prepaid.

2.5

Registered Holders of Shares;
Closing of Share Transfer Records; and Record Date.

(a)

Registered Holders as Owners.
Unless otherwise provided under Delaware law, the Corporation may regard the
person in whose name any shares issued by the Corporation are registered in
the stock transfer records of the Corporation at any particular time (including,
without limitation, as of a record date fixed pursuant to
paragraph (b) of this Section 2.5) as the owner of those
shares at that time for purposes of voting those shares, receiving
distributions thereon or notices in respect thereof, transferring those
shares, exercising rights of dissent with respect to those shares, entering
into agreements with respect to those shares, or giving proxies with respect
to those shares; and neither the Corporation nor any of its officers,
directors, employees or agents shall be liable for regarding that person as
the owner of those shares at that time for those purposes, regardless of
whether that person possesses a certificate for those shares.

(b)

Record Date. For the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive a
distribution by the Corporation (other than a distribution involving a
purchase or redemption by the Corporation of any of its own shares) or a
share dividend, or in order to make a determination of stockholders for any
other proper purpose, the Board of Directors may fix in advance a date as the
record date for any such determination of stockholders, such date in any case
to be not more than 60 days and, in the case of a meeting of
stockholders, not less than ten days, prior to the date on which the
particular action requiring such determination of stockholders is to be
taken. The Board of Directors shall not close the books of the Corporation
against transfers of shares during the whole or any part of such period.

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If the Board of Directors does not fix a record
date for any meeting of the stockholders, the record date for determining
stockholders entitled to notice of or to vote at such meeting shall be at the
close of business on the day next preceding the day on which notice is given,
or, if in accordance with Section 7.3 of these Bylaws notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held.

2.6

Quorum of Stockholders;
Adjournment. Unless otherwise provided in
the Certificate of Incorporation, a majority of the outstanding shares of
capital stock of the Corporation entitled to vote, present in person or
represented by proxy, shall constitute a quorum at any meeting of the
stockholders, and the stockholders present at any duly convened meeting may
continue to do business until adjournment notwithstanding any withdrawal from
the meeting of holders of shares counted in determining the existence of a
quorum. Unless otherwise provided in the Certificate of Incorporation or
these Bylaws, any meeting of the stockholders may be adjourned from time to
time by the chairman of the meeting or the holders of a majority of the
issued and outstanding stock, present in person or represented by proxy,
whether or not a quorum is present, without notice other than by announcement
at the meeting at which such adjournment is taken, and at any such adjourned
meeting at which a quorum shall be present any action may be taken that could
have been taken at the meeting originally called; provided that if the
adjournment is for more than 30 days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
adjourned meeting.

2.7

Voting by Stockholders.

(a)

Voting on Matters Other than the
Election of Directors. With respect to any matters as to which no other
voting requirement is specified by the DGCL, the Certificate of Incorporation
or these Bylaws, the affirmative vote required for stockholder action shall
be that of a majority of the shares present in person or represented by proxy
at the meeting (as counted for purposes of determining the existence of a
quorum at the meeting). In the case of a matter submitted for a vote of the
stockholders as to which a stockholder approval requirement is applicable
under the stockholder approval policy of any stock exchange or quotation
system on which the capital stock of the Corporation is traded or quoted, the
requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or any provision of the Internal Revenue Code,
in each case for which no higher voting requirement is specified by the DGCL,
the Certificate of Incorporation or these Bylaws, the vote required for
approval shall be the requisite vote specified in such stockholder approval
policy, Rule 16b-3 or Internal Revenue Code provision, as the case may be (or
the highest such requirement if more than one is applicable). For the
approval of the appointment of independent public accountants (if submitted
for a vote of the stockholders) or the approval of any matter recommended to
the stockholders by the Board of Directors with respect to the compensation
of executives, including any advisory vote regarding executive compensation,
the vote required for approval shall be the affirmative vote of a majority of
the votes cast “for” or “against” the matter.

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(b)

Voting in the Election of
Directors. Unless otherwise provided in the Certificate of Incorporation or
these Bylaws in accordance with the DGCL, each director shall be elected by
the affirmative vote of the holders of the majority of the votes cast at a meeting
for the election of directors at which a quorum is present; provided,
however, that the directors shall be elected by a plurality of the votes cast
by the holders of the outstanding shares of capital stock of the Corporation
entitled to vote in the election of directors and present in person or
represented by proxy at any such meeting for which the number of candidates
for election as directors exceeds the number of directors to be elected, with
the determination thereof being made by the Secretary of the Corporation as
of the tenth day preceding the date the Corporation first mails or delivers
its notice of meeting for such meeting to stockholders. For purposes of this
paragraph, a majority of votes cast shall mean that the number of shares
voted “for” a director’s election exceeds the number of shares voted
“against” such director’s election. Votes cast shall exclude abstentions with
respect to that director’s election.

The Board of Directors shall have the power to
establish procedures with respect to the resignation of continuing directors
who are not reelected as provided above.

2.8

Business to be Conducted.

(a)

At an annual meeting of
stockholders, only such business shall be conducted, and only such proposals
shall be acted upon, as shall have been brought before the annual meeting
(i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation who is a stockholder of record at the time of
the giving of such stockholder’s notice provided for in this
Section 2.8, who shall be entitled to vote at such meeting and who
complies with the requirements of this Section 2.8 and as shall otherwise
be proper subjects for stockholder action and shall be properly introduced at
the meeting. For a proposal to be properly brought before an annual meeting
by a stockholder, in addition to any other applicable requirements, the
stockholder must have given timely advance notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder’s notice must be
delivered to, or mailed and received at, the principal executive offices of
the Corporation not later than the close of business on the 90th day prior to
the first anniversary of the preceding year’s annual meeting; provided,
however, that in the event that the date of the annual meeting is more than
30 days before or more than 60 days after such anniversary date, notice
by the stockholder to be timely must be so delivered not later than the close
of business on the later of the 90th day prior to such annual meeting or the
10th day following the day on which public announcement of the date of such
meeting is first made by the Corporation. Any such stockholder’s notice to
the Secretary of the Corporation shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a
description of the proposal desired to be brought before the annual meeting
and the reasons for conducting such business at the annual meeting, together
with the text of the proposal (including the text of any resolution proposed
for consideration), (ii) the name and address of the stockholder
proposing such business, as they appear on the Corporation’s books, of the
beneficial owner, if

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any, on whose behalf the proposal
is made, and of any other stockholders known by such stockholder to be
supporting such proposal, (iii) any Disclosable Interests of such
stockholder and such beneficial owner, if any, on the date of such notice,
(iv) any financial interest or other material interest of the
stockholder and beneficial owner, if any, in such proposal, (v) a
representation that the stockholder intends to appear in person or by proxy
at the meeting to bring the proposed business before the annual meeting and
(vi) a description of all agreements, arrangements and understandings
between such stockholder and beneficial owner, if any, and any other person
or persons (including their names) in connection with such proposal by such
stockholder. A stockholder providing notice of business proposed to be
brought before an annual meeting shall further update and supplement such
notice, if necessary, so that the information provided or required to be
provided in such notice pursuant to this Section 2.8 shall be true and
correct as of the record date for the meeting and as of the date that is ten
business days prior to the meeting or any adjournment or postponement
thereof, and such update and supplement shall be delivered to, or mailed and
received at, the principal executive offices of the Corporation not later
than five business days after the record date for the meeting (in the case of
the update and supplement required to be made as of the record date), and not
later than eight business days prior to the date for the meeting, if
practicable (or, if not practicable, on the first practicable date prior to
the date for the meeting) or any adjournment or postponement thereof (in the
case of the update and supplement required to be made as of ten business days
prior to the meeting or any adjournment or postponement thereof). In
addition, a stockholder providing notice of business proposed to be brought
before an annual meeting shall update and supplement such notice, and deliver
such update and supplement to the principal executive offices of the
Corporation, promptly following the occurrence of any event that materially
changes the information provided or required to be provided in such notice
pursuant to this Section 2.8. The presiding officer of the annual meeting
shall determine whether the requirements of this paragraph (a) have been
met with respect to any stockholder proposal. If the presiding officer
determines that a stockholder proposal was not made in accordance with the
terms of this paragraph (a), he shall so declare at the meeting and any
such proposal shall not be acted upon at the meeting. At a special meeting of
stockholders, only such business shall be acted upon as shall have been set
forth in the notice relating to the meeting required by Section 2.4
hereof or as shall constitute matters incident to the conduct of the meeting
as the presiding officer of the meeting shall determine to be appropriate.

For purposes of these Bylaws:

“Derivative
Instrument” means any option, warrant, convertible security, stock
appreciation right or similar right with an exercise or conversion privilege or
a settlement payment or mechanism at a price related to any class or series of
shares of capital stock of the Corporation or with a value derived in whole or
in part from the price, value or volatility of any class or series of shares of
capital stock of the Corporation, any “call equivalent position” or “put
equivalent position” (as such terms are defined in Rule 16a-1 under
the Exchange Act) that

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is, directly or indirectly, held or maintained
by such stockholder, beneficial owner, if any, and nominee, if any, with
respect to any shares of any class or series of capital stock of the
Corporation (including any security or instrument that would not otherwise
constitute a derivative security for purposes of such definitions as a result
of any feature that would make any conversion, exercise or similar right or
privilege of such security or instrument becoming determinable only at some
future date or upon the happening of a future occurrence, in which case the
determination of the amount of securities into which such security or
instrument would be convertible or exercisable shall be made assuming that such
security or instrument is immediately convertible or exercisable at the time of
such determination) or any other derivative or synthetic arrangement having
characteristics of a long position in, or a short position with respect to, any
class or series of shares of capital stock of the Corporation, whether or not
such instrument or right shall be subject to settlement in the underlying class
or series of capital stock of the Corporation or otherwise.

“Disclosable Interest” with respect to a person means
(A)(1) the class or series and number of shares of capital stock of the
Corporation that are, directly or indirectly, owned beneficially (within the
meaning of Rule 13d-3 of the Exchange Act) and of record by such person (for
purposes of Section 2.8 and Section 3.3, a person shall in all events
be deemed to beneficially own any shares of any class or series of capital
stock of the Corporation as to which such person has a right to acquire
beneficial ownership at any time in the future), (2) any Derivative
Instrument directly or indirectly owned beneficially by such person and any
other direct or indirect opportunity to profit or share in any profit derived
from any increase or decrease in the value of shares of capital stock of the
Corporation, (3) any proxy, contract, arrangement, understanding or relationship
the effect or intent of which is to increase or decrease the voting power of
such person with respect to any shares of any security of the Corporation,
(4) any pledge by such person of any security of the Corporation or any
short interest of such person in any security of the Corporation (for purposes
of Section 2.8 and Section 3.3, a person shall be deemed to have a
short interest in a security if such person directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise, has the
opportunity to profit or share in any profit derived from any decrease in the
value of the subject security), (5) any rights to dividends on the shares
of capital stock of the Corporation owned beneficially by such person that are
separated or separable from the underlying shares of capital stock of the
Corporation, (6) any proportionate interest in shares of capital stock of
the Corporation or Derivative Instruments held, directly or indirectly, by a
general or limited partnership in which such person is a general partner or,
directly or indirectly, beneficially owns an interest in a general partner and
(7) any performance-related fees (other than an asset-based fee) that such
person is entitled to based on any increase or decrease in the value of shares
of capital stock of the Corporation or Derivative Instruments, if any, as of
the date of such notice, including, without limitation, for purposes of clauses
(A)(1) through (A)(7) above, any of the foregoing held by members of such
person’s immediate family sharing the same household, (B) any material
pending or threatened legal

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proceeding in which such person is a party or
material participant involving the Corporation or any of its officers or
directors, or any affiliate of the Corporation, (C) any other material
relationship between such person, on the one hand, and the Corporation, any
affiliate of the Corporation or any principal competitor of the Corporation, on
the other hand, (D) any direct or indirect material interest in any
material contract or agreement of such person with the Corporation, any
affiliate of the Corporation or any principal competitor of the Corporation
(including, in any such case, any employment agreement, collective bargaining
agreement or consulting agreement) and (E) any other information relating
to such person that would be required to be disclosed in a proxy statement or
other filing required to be made in connection with solicitations of proxies
for the proposal or the election of directors in a contested election, as
applicable, or would otherwise be required, in each case pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder.

(b)

Notwithstanding the foregoing
provisions of this Section 2.8, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 2.8.
This Section 2.8 is expressly intended to apply to any business proposed
to be brought before an annual or special meeting of stockholders other than
any proposal properly made pursuant to Rule 14a-8 under the Exchange Act and
included in the notice of meeting given by or at the direction of the Board
of Directors. Nothing in this Section 2.8 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation’s
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

2.9

Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by proxy.
Proxies for use at any meeting of stockholders shall be filed with the
Secretary, or such other officer as the Board of Directors may from time to
time determine by resolution, before or at the time of the meeting. All
proxies shall be received and taken charge of and all ballots shall be
received and canvassed by the secretary of the meeting who shall decide all
questions relating to the qualification of voters, the validity of the
proxies, and the acceptance or rejection of votes, unless an inspector or
inspectors shall have been appointed by the chairman of the meeting, in which
event such inspector or inspectors shall decide all such questions.

2.10

Approval or Ratification of Acts
or Contracts by Stockholders. The
Board of Directors in its discretion may submit any act or contract for
approval or ratification at any annual meeting of the stockholders, or at any
special meeting of the stockholders called for the purpose of considering any
such act or contract, and any act or contract that shall be approved or be
ratified by the vote of the stockholders holding a majority of the issued and
outstanding shares of stock of the Corporation entitled to vote and present
in person or by proxy at such meeting (provided that a quorum is present),
shall be as valid and as binding upon the Corporation and upon all the
stockholders as if it has been approved or ratified by every stockholder of
the Corporation.

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2.11

Organization. The Chairman of the Board will chair and preside
over any meeting of Stockholders at which he is present. The Board of
Directors will designate a director or an officer of the Corporation to
preside over any meeting of stockholders from which the Chairman of the Board
is absent. In the absence of such designation by the Board of Directors, the
President will preside over any such meeting. The Secretary will act as
secretary of meetings of stockholders, but in his absence from any such
meeting, the Chairman of the Board or other director or officer presiding
over that meeting may appoint any person to act as secretary of that meeting.

ARTICLE
III

DIRECTORS

3.1

Number, Classification and Tenure
and Composition.

(a)

The powers of the Corporation
shall be exercised by or under the authority of, and the business and affairs
of the Corporation shall be managed under the direction of, the Board of
Directors. The Board of Directors shall be divided into three classes as provided
in the Certificate of Incorporation. Each director shall hold office for the
full term for which such director is elected and until such director’s
successor shall have been duly elected and qualified or until his earlier
death or resignation or removal in accordance with the Certificate of
Incorporation or these Bylaws.

(b)

Within the limits specified in the
Certificate of Incorporation, the number of directors that shall constitute
the whole Board of Directors shall be fixed by, and may be increased or
decreased from time to time by, the affirmative vote of a majority of the
members at any time constituting the Board of Directors. Except as provided
in the Certificate of Incorporation, newly created directorships resulting
from any increase in the number of directors and any vacancies on the Board
of Directors resulting from death, resignation, disqualification, removal or
other cause shall be filled by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the
Board of Directors. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred
and until such director’s successor shall have been elected and qualified or
until his earlier death, resignation or removal. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.

3.2

Qualifications. Directors need not be residents of the State of
Delaware or stockholders of the Corporation.

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3.3

Nomination of Directors.

(a)

Subject to such rights of the
holders of one or more outstanding series of Preferred Stock of the
Corporation to elect one or more directors in case of arrearages in the
payment of dividends or other defaults as shall be prescribed in the
Certificate of Incorporation or in the resolutions of the Board of Directors
providing for the establishment of any such series, only persons who are
nominated in accordance with the procedures set forth in this
Section 3.3 shall be eligible for election as, and to serve as,
directors. Nominations of persons for election to the Board of Directors may
be made at a meeting of the stockholders at which Directors are to be elected
(i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation who is a stockholder of record at the time of
the giving of such stockholder’s notice provided for in this
Section 3.3, who shall be entitled to vote at such meeting in the
election of directors and who complies with the requirements of this Section 3.3.
Such nominations, other than those made by or at the direction of the Board
of Directors, shall be preceded by timely advance notice in writing to the
Secretary of the Corporation. To be timely, a stockholder’s notice shall be
delivered to, or mailed and received at, the principal executive offices of
the Corporation (i) with respect to an election to be held at the annual
meeting of the stockholders of the Corporation, not later than the close of
business on the 90th day prior to the first anniversary of the preceding
year’s annual meeting; provided, however, that (A) in the event that the
date of the annual meeting is more than 30 days before or more than
60 days after such anniversary date, notice by the stockholder to be
timely must be so delivered not later than the close of business on the later
of the 90th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made by
the Corporation and (B) if the number of directors to be elected to the
Board of Directors at such annual meeting is increased and there is no prior
notice or public disclosure by the Corporation naming all of the nominees for
director or specifying the size of the increased Board of Directors at least
100 days prior to such anniversary date, a stockholder’s notice required by
this Section 3.3(a) shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it
shall be delivered to the principal executive offices of the Corporation not
later than the close of business on the 10th day following the earlier of the
day on which the notice of such meeting was mailed to stockholders of the
Corporation or the day on which such public disclosure was made; and (ii) with
respect to an election to be held at a special meeting of stockholders of the
Corporation for the election of directors not later than the close of
business on the tenth day following the day on which notice of the date of
the special meeting was mailed to stockholders of the Corporation as provided
in Section 2.4 hereof or public disclosure of the date of the special
meeting was made, whichever first occurs. Any such stockholder’s notice to
the Secretary of the Corporation shall set forth and/or include (x) as
to each person whom the stockholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or
employment of such person, (iii) any Disclosable Interests of such
person, (iv) the written consent of such person to having such person’s
name placed in nomination at the meeting and to serve as a director if
elected, (v) any other information relating to such person that would be
required to be disclosed in a

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proxy statement or other filings
required to be made in connection with solicitations of proxies for election
of directors of the Corporation in a contested election, or would otherwise
be required, in each case pursuant to Section 14 of the Exchange Act and
the rules and regulations promulgated thereunder (including, without
limitation, the written consent of such person to having such person’s name
placed in nomination at the meeting and to serve as a director of the
Corporation if elected), (vi) a description of all direct and indirect
compensation and other material monetary agreements, arrangements and
understandings during the past three years, and any other material
relationships, between or among such stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination is made, and their
respective affiliates and associates, or others acting in concert therewith,
on the one hand, and each proposed nominee, and his or her respective affiliates
and associates, or others acting in concert therewith, on the other hand,
including, without limitation, all information that would be required to be
disclosed pursuant to Rule 404 promulgated under Regulation S-K if such
stockholder and such beneficial owner, or any affiliate or associate thereof
or person acting in concert therewith, were the “registrant” for purposes of
such rule and the nominee were a director or executive officer of such
registrant, and (vii) any agreements and information with respect to
such proposed nominee that are required pursuant to the procedures
established by the Board of Directors and any committee thereof relating to
majority voting for the election of directors and (y) as to the
stockholder giving the notice, (i) the name and address of such
stockholder, as they appear on the Corporation’s books, of the beneficial
owner, if any, on whose behalf the nomination is made and of any other
stockholders known by such stockholder to be supporting such nomination, (ii) any
Disclosable Interests of such stockholder and such beneficial owner, if any,
(iii) a representation that such stockholder intends to appear in person
or by proxy at the meeting to nominate the persons named in its notice,
(iv) a description of all agreements, arrangements and understandings
between such stockholder and beneficial owner, if any, and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, and (v) any
other information relating to such stockholder and beneficial owner, if any,
that would be required to be disclosed in a proxy statement or other filing
required to be made in connection with solicitations of proxies for election
of directors of the Corporation in a contested election, or would otherwise
be required, in each case pursuant to Section 14 of the Exchange Act and
the rules and regulations promulgated thereunder. Any such stockholder’s
notice to the Secretary of the Corporation shall also include or be
accompanied by, with respect to each nominee for election or re-election to
the Board of Directors, a completed and signed questionnaire, representation
and agreement required by Section 3.3(b). The Corporation may require
any proposed nominee to furnish such other information as may reasonably be
required by the Corporation to determine the eligibility of such proposed
nominee to serve as an independent director of the Corporation or that could
be material to a reasonable stockholder’s understanding of the independence,
or lack thereof, of such nominee. A stockholder providing

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notice of any nomination proposed
to be made at a meeting shall further update and supplement such notice, if
necessary, so that the information provided or required to be provided in such
notice pursuant to this Section 3.3 shall be true and correct as of the
record date for the meeting and as of the date that is ten business days
prior to the meeting or any adjournment or postponement thereof, and such
update and supplement shall be delivered to, or mailed and received at, the
principal executive offices of the Corporation not later than five business
days after the record date for the meeting (in the case of the update and
supplement required to be made as of the record date), and not later than
eight business days prior to the date for the meeting, if practicable (or, if
not practicable, on the first practicable date prior to the date for the
meeting) or any adjournment or postponement thereof (in the case of the
update and supplement required to be made as of ten business days prior to
the meeting or any adjournment or postponement thereof). In addition, a
stockholder providing notice of any nomination proposed to be made at a
meeting shall update and supplement such notice, and deliver such update and
supplement to the principal executive offices of the Corporation, promptly
following the occurrence of any event that materially changes the information
provided or required to be provided in such notice pursuant to this
Section 3.3. The presiding officer of the meeting of stockholders shall
determine whether the requirements of this Section 3.3 have been met
with respect to any nomination or intended nomination. If the presiding
officer determines that any nomination was not made in accordance with the
requirements of this Section 3.3, he shall so declare at the meeting and
the defective nomination shall be disregarded. Notwithstanding the foregoing
provisions of this Section 3.3, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 3.3.

(b)

To be eligible to be a nominee for
election or re-election as a director of the Corporation, a person must
deliver (in accordance with the time periods prescribed for delivery of
notice under Section 3.3(a)) to the Secretary at the principal executive
offices of the Corporation a written questionnaire with respect to the
background, qualification, stock ownership and independence of such person to
be nominated and the background of any other person or entity on whose behalf
the nomination is being made (which questionnaire shall be in the form
provided by the Secretary upon written request) and a written representation
and agreement (in the form provided by the Secretary upon written request)
that such person (i) is not and will not become a party to (A) any
agreement, arrangement or understanding with, and has not given any
commitment or assurance to, any person or entity as to how such person, if
elected as a director of the Corporation, will act or vote on any issue or
question (a “Voting Commitment”) that has not been disclosed to the
Corporation or (2) any Voting Commitment that could limit or interfere
with such person’s ability to comply, if elected as a director of the
Corporation, with such person’s fiduciary duties under applicable law, (ii) is
not and will not become a party to any agreement, arrangement or
understanding with any person or entity other than the Corporation with
respect to any direct or indirect compensation, reimbursement or

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indemnification in connection with
service or action as a director that has not been disclosed therein, and
(iii) in such person’s individual capacity and on behalf of any person
or entity on whose behalf the nomination is being made, would be in compliance,
if elected as a director of the Corporation, and will comply with all
applicable publicly disclosed corporate governance, conflict of interest,
confidentiality and stock ownership and trading policies and guidelines of
the Corporation.

(c)

Notwithstanding the foregoing
provisions of this Section 3.3, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 3.3.

3.4

Place of Meeting; Order of
Business. Except as otherwise
provided by law, meetings of the Board of Directors, regular or special, may
be held either within or without the State of Delaware, at whatever place is
specified by the person or persons calling the meeting. In the absence of
specific designation, the meetings shall be held at the principal office of
the Corporation. The Chairman of the Board will chair and preside over
meetings of the Board of Directors at which he is present. A majority of the
directors present at any meeting of the Board of Directors from which the
Chairman of the Board is absent will designate one of their number as the
chair of that meeting. The Secretary will act as secretary of meetings of the
Board of Directors, but in his absence from any such meeting the chair of
that meeting may appoint any person to act as secretary of that meeting. At
all meetings of the Board of Directors, business shall be transacted in such
order as shall from time to time be determined by the Chairman of the Board,
or in his absence by the President, or by resolution of the Board of
Directors.

3.5

Regular Meetings. Regular meetings of the Board of Directors shall be
held at such place or places within or without the State of Delaware, at such
hour and on such day as may be fixed by resolution of the Board of Directors,
without further notice of such meetings. The time or place of holding regular
meetings of the Board of Directors may be changed by the Chairman of the
Board, or the President, by giving written notice thereof as provided in
Section 3.7 hereof.

3.6

Special Meetings. Special meetings of the Board of Directors shall be
held, whenever called by the Chairman of the Board, the President or by a
written notice signed by a majority of the members of the Board of Directors,
at such place or places within or without the State of Delaware as may be
stated in the notice of the meeting.

3.7

Attendance at and Notice of
Meetings. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the Board of Directors, and written notice of any change
in the time or place of holding the regular meetings of the Board of
Directors, shall be given to each director and may be given by any of the
following methods: (a) by mail sent to the last known business address
of such director at least four days before the meeting, (b) by facsimile
to the business facsimile number of such director transmitted at least one
day before the meeting or (c) orally at least one day before the
meeting. For purposes of the foregoing sentence, notice shall be deemed given
(i) by mail, when deposited in the U.S. mail, postage prepaid,
(ii) by

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facsimile, when transmittal is confirmed by the sending facsimile
machine and (iii) orally, when communicated in person or by telephone to
the director or to a person at the business telephone number of the director
who may reasonably be expected to communicate it to the director. In
calculating the number of days notice received by a director, the date the
notice is given by any of the foregoing methods shall be counted, but the
date of the meeting to which the notice relates shall not be counted. Notice
of the time, place and purpose of a meeting may be waived in writing before
or after such meeting, and shall be equivalent to the giving of notice.
Participation in a meeting of the Board of Directors shall constitute
presence in person at such meeting, except when a person participates in the
meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
Except as otherwise herein provided, neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such
meeting.

3.8

Quorum of and Action by Directors. A majority of the directors in office shall
constitute a quorum of the Board of Directors for the transaction of
business; but a lesser number may adjourn from day to day until a quorum is
present. Except as otherwise provided by law or in these Bylaws, all
questions shall be decided by the vote of a majority of the directors
present.

3.9

Board and Committee Action Without
a Meeting. Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all the members of the Board of Directors
or such committee, as the case may be, and shall be filed with the Secretary
of the Corporation.

3.10

Board and Committee Telephone
Meetings. Subject to the provisions required
or permitted by the DGCL for notice of meetings, unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, members of the Board of
Directors, or members of any committee designated by the Board of Directors,
may participate in and hold a meeting of such Board of Directors or committee
by means of conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 3.10 shall
constitute presence in person at such meeting, except when a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

3.11

Compensation. Directors shall receive such compensation for their
services as shall be determined by the Board of Directors.

3.12

Removal. No director of the Corporation shall be removed from
office as a director by vote or other action of the stockholders or otherwise
except for cause, and then only by the affirmative vote of the holders of at
least a majority of the voting power of all outstanding shares of capital
stock of the Corporation generally entitled to vote in the election of
directors, voting together as a single class. Cause for removal of a director
shall be as provided by law or in the Certificate of Incorporation. Any
proposal by a stockholder to remove a director of the Corporation, in order
to be validly acted upon at any meeting, shall comply with paragraph
(a) of Section 2.8 hereof.

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Notwithstanding the
first paragraph of this Section 3.12, whenever holders of outstanding
shares of one or more series of Preferred Stock are entitled to elect members
of the Board of Directors pursuant to the provisions applicable in the case of
arrearages in the payment of dividends or other defaults contained in the
resolution or resolutions of the Board of Directors providing for the
establishment of any such series, any such director of the Corporation so
elected may be removed in accordance with the provision of such resolution or
resolutions.

3.13

Committees of the Board of
Directors.

(a)

The Board of Directors, by
resolution adopted by the Board of Directors, may designate from among its
members one or more committees, each of which shall be comprised of one or
more of its members, and may designate one or more of its members as alternate
members of any committee, who may, subject to any limitations by the Board of
Directors, replace absent or disqualified members at any meeting of that
committee. Any such committee, to the extent provided in such resolution, the
Certificate of Incorporation or these Bylaws, shall have and may exercise all
of the authority of the Board of Directors to the extent permitted by the
DGCL. Any such committee may authorize the seal of the Corporation to be
affixed to all papers that may require it. In addition to the above, such
committee or committees shall have such other powers and limitations of
authority as may be determined from time to time by resolution adopted by the
Board of Directors.

(b)

The Board of Directors shall have
the power at any time to change the membership of any such committee and to
fill vacancies in it. A majority of the number of members of any such
committee shall constitute a quorum for the transaction of business unless a
greater number is required by a resolution adopted by the Board of Directors.
The act of the majority of the members of a committee present at any meeting
at which a quorum is present shall be the act of such committee, unless the
act of a greater number is required by a resolution adopted by the Board of
Directors. Each such committee may elect a chairman and appoint such
subcommittees and assistants as it may deem necessary. Except as otherwise
provided by the Board of Directors, meetings of any committee shall be
conducted in accordance with Sections 3.5, 3.6, 3.7, 3.8, 3.9, 3.10 and 7.3
hereof. In the absence or disqualification of a member of a committee, the
member or members present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Any member of any such
committee elected or appointed by the Board of Directors may be removed by
the Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election
or appointment of a member of a committee shall not of itself create contract
rights.

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(c)

Any action taken by any committee
of the Board of Directors shall promptly be recorded in the minutes and filed
with the Secretary of the Corporation.

ARTICLE
IV

OFFICERS

4.1

Designation. The officers of the Corporation shall consist of a
Chief Executive Officer, a President and a Secretary, and may include a
Treasurer and such Executive, Senior or other Vice Presidents, Assistant
Secretaries and other officers as may be elected or appointed by the Board of
Directors. Any number of offices may be held by the same person. The Board of
Directors shall also elect or appoint from among the Directors a person to
act as Chairman of the Board who shall not be deemed to be an officer of the
Corporation unless he has otherwise been elected or appointed as such.

4.2

Powers and Duties. The officers of the Corporation shall have such
powers and duties as generally pertain to their offices, except as modified
herein or by the Board of Directors, as well as such powers and duties as
from time to time may be conferred by the Board of Directors. The Chief
Executive Officer of the Corporation shall have general supervision over the
business, affairs and property of the Corporation, and shall have such duties
as may be assigned to him by the Board of Directors.

4.3

Vacancies. Whenever any vacancies shall occur in any office by
death, resignation, increase in the number of offices of the Corporation, or
otherwise, the same shall be filled by the Board of Directors, and the
officer so elected shall hold office until such officer’s successor is
elected or appointed or until his earlier death, resignation or removal.

4.4

Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of
the person so removed. Election or appointment of an officer or agent shall
not of itself create contract rights.

4.5

Action with Respect to Securities
of Other Corporations. Unless
otherwise directed by the Board of Directors, the Chairman of the Board, or
any President, Vice President or Treasurer of the Corporation shall each have
power to vote and otherwise act on behalf of the Corporation, in person or by
proxy, at any meeting of security holders of or with respect to any action of
security holders of any other corporation in which this Corporation may hold
securities and otherwise to exercise any and all rights and powers that this
Corporation may possess by reason of its ownership of securities in such
other corporation.

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ARTICLE V

CAPITAL
STOCK

5.1

Certificates for Shares. The certificates for shares of the capital stock of
the Corporation shall be in such form as may be approved by the Board of
Directors or any duly authorized committee thereof or may be uncertificated
shares. In the case of certificated shares, the Corporation shall deliver
certificates representing shares to which stockholders are entitled.
Certificates representing such certificated shares shall be signed by the
Chairman of the Board, the President or a Vice President (if any) and either
the Secretary or an Assistant Secretary of the Corporation, and may bear the
seal of the Corporation or a facsimile thereof. The signatures of such
officers upon a certificate may be facsimiles. The stock record books and the
blank stock certificate books shall be kept by the Secretary of the
Corporation, or at the office of such transfer agent or transfer agents as
the Board of Directors may from time to time by resolution determine. In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate
is issued, it may be issued by the Corporation with the same effect as if
such person were such officer at the date of its issuance.

5.2

Transfer of Shares. The shares of stock of the Corporation shall be
transferable only on the books of the Corporation, and in the case of
certificated shares of stock, by the holders thereof in person or by their
duly authorized attorneys or legal representatives upon surrender and
cancellation of certificates for a like number of shares; or in the case of
uncertificated shares of stock, upon receipt of proper transfer instructions
from the holders thereof or by their duly authorized attorneys or legal
representatives, and upon compliance with appropriate procedures for
transferring shares in uncertificated form; provided, however, that such
surrender and cancellation or compliance shall not be required in any case in
which the officers of the Corporation shall determine to waive such
requirement.

5.3

Ownership of Shares. The Corporation shall be entitled to treat the
holder of record of any share or shares of capital stock of the Corporation
as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State
of Delaware.

5.4

Regulations Regarding
Certificates. The Board of Directors shall
have the power and authority to make all such rules and regulations as they
may deem expedient concerning the issue, transfer and registration or the
replacement of certificates for shares of capital stock of the Corporation.

5.5

Lost or Destroyed Certificates. The Board of Directors may determine the conditions
upon which a new certificate of stock may be issued in place of a certificate
that is alleged to have been lost, stolen or destroyed; and may, in its
discretion, require the owner of such certificate or his legal representative
to give bond, with sufficient surety, to indemnify the Corporation and each
transfer agent and registrar against any and all losses or claims that may
arise by reason of the issue of a new certificate in the place of the one so
lost, stolen or destroyed.

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ARTICLE VI

INDEMNIFICATION

6.1

General. The Corporation shall, to the fullest extent
permitted by applicable law in effect on the date of effectiveness of these
Bylaws, and to such greater extent as applicable law may thereafter permit,
within 30 days after written demand is presented to the Corporation,
indemnify and hold Indemnitee (as this and all other capitalized words used
in this Article VI not previously defined in these Bylaws are defined in
Section 6.16 hereof) harmless from and against any and all losses,
liabilities, claims, damages and, subject to Section 6.2, Expenses,
whatsoever arising out of any event or occurrence related to the fact that
Indemnitee is or was a director or officer of the Corporation or is or was
serving in another Corporate Status.

6.2

Expenses. If Indemnitee is, by reason of his Corporate Status,
a party to and is successful, on the merits or otherwise, in any Proceeding,
he shall be indemnified against all Expenses actually and reasonably incurred
by him or on his behalf in connection therewith. If Indemnitee is not wholly
successful in such Proceeding but is successful, on the merits or otherwise,
as to any Matter in such Proceeding, the Corporation shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by him or on
his behalf relating to such Matter. The termination of any Matter in such a
Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such Matter. To the extent that the Indemnitee is, by
reason of his Corporate Status, a witness in any Proceeding, he shall be
indemnified against all Expenses actually and reasonably incurred by him or
on his behalf in connection therewith.

6.3

Advances. In the event of any threatened or pending action,
suit or proceeding in which Indemnitee is a party or is involved and that may
give rise to a right of indemnification under this Article VI, following
written request to the Corporation by Indemnitee, the Corporation shall
promptly pay to Indemnitee amounts to cover expenses reasonably incurred by
Indemnitee in such proceeding in advance of its final disposition upon the
receipt by the Corporation of (i) a written undertaking executed by or
on behalf of Indemnitee providing that Indemnitee will repay the advance if
it shall ultimately be determined that Indemnitee is not entitled to be
indemnified by the Corporation as provided in this Agreement and
(ii) satisfactory evidence as to the amount of such expenses.

6.4

Repayment of Advances or Other
Expenses. Indemnitee agrees that
Indemnitee shall reimburse the Corporation for all expenses paid by the
Corporation in defending any civil, criminal, administrative or investigative
action, suit or proceeding against Indemnitee in the event and only to the
extent that it shall be determined pursuant to the provisions of this
Article VI or by final judgment or other final adjudication under the
provisions of any applicable law that Indemnitee is not entitled to be
indemnified by the Corporation for such expenses.

- 17 -

6.5

Request for Indemnification. To obtain indemnification, Indemnitee shall submit
to the Secretary of the Corporation a written claim or request. Such written
claim or request shall contain sufficient information to reasonably inform
the Corporation about the nature and extent of the indemnification or advance
sought by Indemnitee. The Secretary of the Corporation shall promptly advise
the Board of Directors of such request.

6.6

Determination of Entitlement; No
Change of Control. If there has been no Change
of Control at the time the request for indemnification is submitted,
Indemnitee’s entitlement to indemnification shall be determined in accordance
with Section 145(d) of the DGCL. If entitlement to indemnification is to
be determined by Independent Counsel, the Corporation shall furnish written
notice to Indemnitee within 10 days after receipt of the request for
indemnification, specifying the identity and address of Independent Counsel.
The Indemnitee may, within ten days after such written notice of selection
shall have been given, deliver to the Corporation a written objection to such
selection; provided, however, that such objection may be asserted only on the
ground that the Independent Counsel so selected does not meet the
requirements of “Independent Counsel” as defined in Section 6.16 hereof,
and the objection shall set forth with particularity the factual basis of
such assertion. If such written objection is so made and substantiated, the
Independent Counsel so selected may not serve as Independent Counsel unless
and until such objection is withdrawn or a court has determined that such
objection is without merit. If (i) the determination of entitled to
indemnification is to be made by Independent Counsel pursuant to this
Section and (ii) within 20 days after submission by Indemnitee
of a written request for indemnification pursuant to Section 6.5, no
Independent Counsel shall have been selected and not objected to, the Corporation
or the Indemnitee may petition the Court of Chancery or other court of
competent jurisdiction for resolution of any objection which shall have been
made by the Indemnitee to the Corporation’s selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the
petitioned court or by such other person as the petitioned court shall
designate, and the person with respect to whom all objections are so resolved
or the person so appointed shall act as Independent Counsel under this
Section. If (i) Independent Counsel does not make any determination
respecting Indemnitee’s entitlement to indemnification hereunder within
90 days after receipt by the Corporation of a written request therefor
and (ii) any judicial proceeding or arbitration pursuant to
Section 6.10 is then commenced, Independent Counsel shall be discharged
and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).

6.7

Determination of Entitlement;
Change of Control. If there has been a Change
of Control at the time the request for indemnification is submitted,
Indemnitee’s entitlement to indemnification shall be determined in a written
opinion by Independent Counsel selected by Indemnitee. Indemnitee shall give
the Corporation written notice advising of the identity and address of the
Independent Counsel so selected. The Corporation may, within ten days after
such written notice of selection shall have been given, deliver to the
Indemnitee a written objection to such selection; provided, however, that
such objection

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may be asserted only on the ground
that the Independent Counsel so selected does not meet the requirements of
“Independent Counsel” as defined in Section 6.16 hereof, and the
objection shall set forth with particularity the factual basis of such assertion.
If such written objection is so made and substantiated, the Independent
Counsel so selected may not serve as Independent Counsel unless and until
such objection is withdrawn or a court has determined that such objection is
without merit. If (i) the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to this Section
and (ii) within 20 days after submission by Indemnitee of a written
request for indemnification pursuant to Section 6.5, no Independent Counsel
shall have been selected and not objected to, the Corporation or the
Indemnitee may petition the Court of Chancery or other court of competent
jurisdiction for resolution of any objection which shall have been made by
the Corporation to the Indemnitee’s selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person selected by the
petitioned court or by such other person as the petitioned court shall
designate, and the person with respect to whom all objections are so resolved
or the person so appointed shall act as Independent Counsel under this
Section, if (i) Independent Counsel does not make any determination
respecting Indemnitee’s entitlement to indemnification hereunder within
90 days after receipt by the Corporation of a written request therefor
and (ii) any judicial proceeding or arbitration pursuant to
Section 6.10 is then commenced, Independent Counsel shall be discharged
and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).

6.8

Procedures of Independent Counsel. If a Change of Control shall have occurred before
the request for indemnification is sent by Indemnitee, Indemnitee shall be
presumed (except as otherwise expressly provided in this Article VI) to
be entitled to indemnification upon submission of a request for
indemnification in accordance with Section 6.5 hereof, and thereafter
the Corporation shall have the burden of proof to overcome the presumption in
reaching a determination contrary to the presumption. The presumption shall
be used by Independent Counsel as a basis for a determination of entitlement
to indemnification unless the Corporation provides information sufficient to
overcome such presumption by clear and convincing evidence or the
investigation, review and analysis of Independent Counsel convinces him by
clear and convincing evidence that the presumption should not apply.

Except in the event that
the determination of entitlement to indemnification is to be made by
Independent Counsel, if the person or persons empowered under Section 6.6
or 6.7 hereof to determine entitlement to indemnification shall not have made
and furnished to Indemnitee in writing a determination within 60 days
after receipt by the Corporation of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification unless Indemnitee
knowingly misrepresented a material fact in connection with the request for
indemnification or such indemnification is prohibited by applicable law. The
termination of any Proceeding or of any Matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not (except as otherwise expressly provided in this
Article VI) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that

- 19 -

Indemnitee did not act in good faith and in a
manner that he reasonably believed to be in or not opposed to the best
interests of the Corporation, or with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his conduct was unlawful. A
person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
of the Corporation shall be deemed to have acted in a manner not opposed to the
best interests of the Corporation.

For purposes of any
determination hereunder, a person shall be deemed to have acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
Proceeding, to have had no reasonable cause to believe his conduct was
unlawful, if his action is based on the records or books of account of the
Corporation or another enterprise or on information supplied to him by the
officers of the Corporation or another enterprise in the course of their duties
or on the advice of legal counsel for the Corporation or another enterprise or
on information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise. The term “another enterprise” as used in this Section shall mean
any other corporation or any partnership, limited liability company,
association, joint venture, trust, employee benefit plan or other enterprise of
which such person is or was serving at the request of the Corporation as a
director, officer, employee or agent. The provisions of this paragraph shall
not be deemed to be exclusive or to limit in any way the circumstances in which
an Indemnitee may be deemed to have met the applicable standards of conduct for
determining entitlement to rights under this Article.

6.9

Independent Counsel Expenses. The Corporation shall pay any and all reasonable
fees and expenses of Independent Counsel incurred acting pursuant to this
Article VI and in any proceeding to which it is a party or witness in
respect of its investigation and written report and shall pay all reasonable
fees and expenses incident to the procedures in which such Independent
Counsel was selected or appointed. No Independent Counsel may serve if a
timely objection has been made to his selection until a court has determined
that such objection is without a reasonable basis.

6.10

Adjudication. In the event that (i) a determination is made
pursuant to Section 6.6 or 6.7 hereof that Indemnitee is not entitled to
indemnification under this Article VI; (ii) advancement of Expenses
is not timely made pursuant to Section 6.3 hereof;
(iii) Independent Counsel is to determine Indemnitee’s entitlement to
indemnification hereunder, but does not make that determination within
90 days after receipt by the Corporation of the request for that
indemnification; or (iv) payment of indemnification is not made within
five days after a determination of entitlement to indemnification has been
made or deemed to have been made pursuant to Section 6.6, 6.7 or 6.8
hereof, Indemnitee shall be entitled to an adjudication in an appropriate
court of the State of Delaware, or in any other court of competent
jurisdiction, of his entitlement to such indemnification or advancement of
Expenses. In the event that a determination shall have been made that
Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration
commenced pursuant to this Section 6.10 shall be conducted in

- 20 -

all respects as a de novo trial on the merits and Indemnitee
shall not be prejudiced by reason of that adverse determination. If a Change
of Control shall have occurred, in any judicial proceeding commenced pursuant
to this Section 6.10, the Corporation shall have the burden of proving
that Indemnitee is not entitled to indemnification or advancement of
Expenses, as the case may be. If a determination shall have been made or
deemed to have been made that Indemnitee is entitled to indemnification, the
Corporation shall be bound by such determination in any judicial proceeding
commenced pursuant to this Section 6.10, or otherwise, unless Indemnitee
knowingly misrepresented a material fact in connection with the request for
indemnification, or such indemnification is prohibited by law.

The Corporation shall be
precluded from asserting in any judicial proceeding commenced pursuant to this
Section 6.10 that the procedures and presumptions of this Article VI
are not valid, binding and enforceable and shall stipulate in any such
proceeding that the Corporation is bound by all provisions of this
Article VI. In the event that Indemnitee, pursuant to this
Section 6.10, seeks a judicial adjudication to enforce his rights under,
or to recover damages for breach of, this Article VI, Indemnitee shall be
entitled to recover from the Corporation, and shall be indemnified by the
Corporation against, any and all Expenses actually and reasonably incurred by
him in such judicial adjudication, but only if he prevails therein. If it shall
be determined in such judicial adjudication that Indemnitee is entitled to
receive part but not all of the indemnification or advancement of Expenses
sought, the Expenses incurred by Indemnitee in connection with such judicial
adjudication or arbitration shall be appropriately prorated.

6.11

Participation by the Corporation. With respect to any such claim, action, suit,
proceeding or investigation as to which Indemnitee notifies the Corporation
of the commencement thereof: (a) the Corporation will be entitled to
participate therein at its own expense; (b) except as otherwise provided
below, to the extent that it may wish, the Corporation (jointly with any
other indemnifying party similarly notified) will be entitled to assume the
defense thereof, with counsel reasonably satisfactory to Indemnitee. After
receipt of notice from the Corporation to Indemnitee of the Corporation’s
election so to assume the defense thereof, the Corporation will not be liable
to Indemnitee under this Article VI for any legal or other expenses
subsequently incurred by Indemnitee in connection with the defense thereof
other than reasonable costs of investigation or as otherwise provided below.
Indemnitee shall have the right to employ his own counsel in such action, suit,
proceeding or investigation but the fees and expenses of such counsel
incurred after notice from the Corporation of its assumption of the defense
thereof shall be at the expense of Indemnitee unless (i) the employment
of counsel by Indemnitee has been authorized by the Corporation,
(ii) Indemnitee shall have reasonably concluded that there is a conflict
of interest between the Corporation and Indemnitee in the conduct of the
defense of such action or (iii) the Corporation shall not in fact have
employed counsel to assume the defense of such action, in each of which cases
the fees and expenses of counsel employed by Indemnitee shall be subject to
indemnification pursuant to the terms of this Article VI. The
Corporation shall not be entitled to assume the defense of any action, suit,
proceeding or investigation brought in the name of or on behalf of the
Corporation or as to which Indemnitee shall have made the conclusion provided
for in (ii) above; and (c) the Corporation shall not be liable to
indemnify Indemnitee under this

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Article VI for any amounts
paid in settlement of any action or claim effected
without its written consent, which consent shall not be unreasonably
withheld. The Corporation shall not settle any action or claim in any manner
that would impose any limitation or unindemnified penalty on Indemnitee
without Indemnitee’s written consent, which consent shall not be unreasonably
withheld.

6.12

Nonexclusivity of Rights. The rights of indemnification and advancement of
Expenses as provided by this Article VI shall not be deemed exclusive of
any other rights to which Indemnitee may at any time be entitled to under
applicable law, the Certificate of Incorporation, the Bylaws, any agreement,
a vote of stockholders or a resolution of directors, or otherwise. No
amendment, alteration or repeal of this Article VI or any provision
hereof shall be effective as to any Indemnitee for acts, events and
circumstances that occurred, in whole or in part, before such amendment,
alteration or repeal. The provisions of this Article VI shall continue
as to an Indemnitee whose Corporate Status has ceased for any reason and
shall inure to the benefit of his heirs, executors and administrators. Neither
the provisions of this Article VI or those of any agreement to which the
Corporation is a party shall be deemed to preclude the indemnification of any
person who is not specified in this Article VI as having the right to
receive indemnification or is not a party to any such agreement, but whom the
Corporation has the power or obligation to indemnify under the provisions of
the DGCL.

6.13

Insurance and Subrogation. The Corporation shall not be liable under this
Article VI to make any payment of amounts otherwise indemnifiable
hereunder if, but only to the extent that, Indemnitee has otherwise actually
received such payment under any insurance policy, contract, agreement or
otherwise.

In the event of any
payment hereunder, the Corporation shall be subrogated to the extent of such
payment to all the rights of recovery of Indemnitee, who shall execute all
papers required and take all action reasonably requested by the Corporation to
secure such rights, including execution of such documents as are necessary to
enable the Corporation to bring suit to enforce such rights.

6.14

Severability. If any provision or provisions of this
Article VI shall be held to be invalid, illegal or unenforceable for any
reason whatsoever, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby; and, to the
fullest extent possible, the provisions of this Article VI shall be
construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable.

6.15

Certain Actions For Which
Indemnification Is Not Provided. Notwithstanding
any other provision of this Article VI, no person shall be entitled to
indemnification or advancement of Expenses under this Article VI with
respect to any Proceeding, or any Matter therein, brought or made by such
person against the Corporation.

6.16

Definitions. For purposes of this Article VI:

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“Change of Control” means a change in control of the
Corporation after the date Indemnitee acquired his Corporate Status, which
shall be deemed to have occurred in any one of the following circumstances
occurring after such date: (i) there shall have occurred an event required
to be reported with respect to the Corporation in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any similar item on
any similar schedule or form) promulgated under the Exchange Act, whether or
not the Corporation is then subject to such reporting requirement;
(ii) any “person” (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act) shall have become the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing 30% or more of the combined voting
power of the Corporation’s then outstanding voting securities; (iii) the
Corporation is a party to a merger, consolidation, sale of assets or other
reorganization, or a proxy contest, as a consequence of which members of the
Board of Directors in office immediately prior to such transaction or event
constitute less than a majority of the Board of Directors thereafter; or
(iv) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors (including, for
this purpose, any new director whose election or nomination for election by the
Corporation’s stockholders was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board of
Directors.

“Corporate Status” describes the status of Indemnitee as a
director, officer, employee, agent or fiduciary of the Corporation or of any
other corporation, partnership, limited liability company,
association, joint venture, trust, employee benefit plan or other enterprise
that Indemnitee is or was serving at the request of the Corporation.

“Court” means the Court of Chancery of the State
of Delaware or any other court of competent jurisdiction.

“Expenses” shall include all reasonable attorneys’
fees, retainers, court costs, transcript costs, fees of experts, witness fees,
travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, or being or
preparing to be a witness in a Proceeding.

“Indemnitee” includes any officer or director of the
Corporation who is, or is threatened to be made, a witness in or a party to any
Proceeding as described in Section 6.1 or 6.2 hereof by reason of his
Corporate Status.

“Independent Counsel” means a law firm, or a member of a law
firm, that is experienced in matters of corporation law and neither presently
is, nor in the five years previous to his selection or appointment has been,
retained to represent: (i) the Corporation or Indemnitee in any matter
material to either such party or (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder.

“Matter” is a claim, a material issue or a
substantial request for relief.

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“Proceeding” includes any action, suit, arbitration,
alternate dispute resolution mechanism, investigation, administrative hearing
or any other proceeding, whether civil, criminal, administrative or
investigative, except one initiated by an Indemnitee pursuant to
Section 6.10 hereof to enforce his rights under this Article VI.

6.17

Notices. Promptly after receipt by Indemnitee of notice of
the commencement of any action, suit or proceeding, Indemnitee shall, if he
anticipates or contemplates making a claim for expenses or an advance
pursuant to the terms of this Article VI, notify the Corporation of the
commencement of such action, suit or proceeding; provided, however, that any
delay in so notifying the Corporation shall not constitute a waiver or
release by Indemnitee of rights hereunder and that any omission by Indemnitee
to so notify the Corporation shall not relieve the Corporation from any
liability that it may have to Indemnitee otherwise than under this
Article VI. Any communication required or permitted to the Corporation
shall be addressed to the Secretary of the Corporation and any such
communication to Indemnitee shall be addressed to Indemnitee’s address as
shown on the Corporation’s records unless he specifies otherwise and shall be
personally delivered or delivered by overnight mail delivery. Any such notice
shall be effective upon receipt.

6.18

Contractual Rights. The right to be indemnified or to the advancement or
reimbursement of Expenses (i) is a contract right based upon good and
valuable consideration, pursuant to which Indemnitee may sue as if these
provisions were set forth in a separate written contract between Indemnitee
and the Corporation, (ii) is and is intended to be retroactive and shall
be available as to events occurring prior to the adoption of these provisions
and (iii) shall continue after any rescission or restrictive
modification of such provisions as to events occurring prior thereto.

6.19

Indemnification of Employees,
Agents and Fiduciaries. The
Corporation, by adoption of a resolution of the Board of Directors, may
indemnify and advance expenses to a person who is an employee, agent or
fiduciary of the Corporation including any such person who is or was serving
at the request of the Corporation as a director, officer, employee, agent or
fiduciary of any other corporation, partnership, joint venture, limited
liability company, trust, employee benefit plan or other enterprise to the
same extent and subject to the same conditions (or to such greater or lesser
extent and/or subject to lesser or greater conditions as the Board of
Directors may determine) under which it may indemnify and advance expenses to
an Indemnitee under this Article VI.

ARTICLE
VII

MISCELLANEOUS
PROVISIONS

7.1

Bylaw Amendments. The Board of Directors shall have the power to
adopt, amend and repeal from time to time the Bylaws of the Corporation,
subject to the right of stockholders entitled to vote with respect thereto to
amend or repeal such Bylaws as adopted or amended by the Board of Directors.
Bylaws of the Corporation may be adopted, amended or repealed by the
affirmative vote of the holders of at least two-thirds of the combined voting
power of the outstanding shares of all classes of stock of the

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Corporation entitled to vote
generally in the election of directors, voting together as a single class, at
any annual meeting, or at any special meeting if notice of the proposed
amendment be contained in the notice of said special meeting, or by the Board
of Directors as specified in the preceding sentence.

7.2

Books and Records. The Corporation shall keep books and records of
account and shall keep minutes of the proceedings of its stockholders, its
Board of Directors and each committee of its Board of Directors.

7.3

Waiver of Notice. Whenever any notice is required to be given to any
stockholder, director or committee member under the provisions of the DGCL or
under the Certificate of Incorporation, as amended, or these Bylaws, said
notice shall be deemed to be sufficient if given (i) by facsimile, cable
or wireless transmission or (ii) by deposit of the same in a post office
box in a sealed prepaid wrapper addressed to the person entitled thereto at
his post office address, as it appears on the records of the Corporation, and
such notice shall be deemed to have been given on the day of such
transmission or mailing, as the case may be.

Whenever any notice is
required to be given to any stockholder, director or committee member under the
provisions of the DGCL or under the Certificate of Incorporation, as amended,
or these Bylaws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be equivalent to the giving of such notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders, directors, or members
of a committee of directors need be specified in any written waiver of notice
unless so required by the Certificate of Incorporation or these Bylaws.

7.4

Resignations. Any director or officer may resign at any time. Such
resignations shall be made in writing and shall take effect at the time
specified therein, or, if no time be specified, at the time of its receipt by
the Chairman of the Board, the President or the Secretary of the Corporation.
The acceptance of a resignation shall not be necessary to make it effective,
unless expressly so provided in the resignation.

7.5

Seal. The seal of the Corporation shall be in such form as
the Board of Directors may adopt.

7.6

Fiscal Year. The fiscal year of the Corporation shall end on the
31st day of December of each year or as otherwise provided by a resolution
adopted by the Board of Directors.

7.7

Facsimile Signatures. In addition to the provisions for the use of
facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the Corporation may be
used whenever and as authorized by the Board of Directors.

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7.8

Reliance upon Books, Reports and
Records. Each director and each
member of any committee designated by the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon
the books of account or reports made to the Corporation by any of its
officers, or by an independent certified public accountant, or by an
appraiser selected with reasonable care by the Board of Directors or by any
such committee, or in relying in good faith upon other records of the
Corporation.